SECURITIES AND EXCHANGE COMMISSION 
                      Washington, D.C. 20549 
 
                             FORM 10-QSB/A
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended: 
3/31/96 
 
                  Commissioner file number: 0-19852 
 
                 GREAT AMERICAN HOTELS & RESORTS, INC. 
                 (Exact name of small business issuer 
                     as specified in its charter) 

Georgia                               58-1956846 
(State or other jurisdiction of       (I.R.S. Employer 
incorporation or organization)        Identification No.) 
 
        120 Firestone Pointe, Suite 100, Duluth, Georgia 30155 
              (Address of principal executive offices) 
 
                            (770) 476-3936
                       (Issuer's telephone number)
 
          (Former name, former address, and former fiscal year, 
                    if changed since last report) 
 
Check whether the issuer (1) filed all reports required to be 
filed by Section 13 or 15(d) of the Exchange Act during the past 
12 months (or for such shorter period that the registrant was 
required to file such reports), and (2) has been subject to such 
filing requirements for the past 90 days. Yes___ No _X_ 
 
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS 
DURING THE PRECEDING FIVE YEARS 
 
Check whether the registrant filed all documents and reports 
required to be filed by Section 12, 13, or 15(d) of the Exchange 
Act after the distribution of securities under a plan confirmed 
by court.  Yes __  No __ 
 
               APPLICABLE ONLY TO CORPORATE ISSUERS 
 
State the number of shares outstanding of each of the issuer's 
classes of common equity, as of the latest practicable date: 
 
      2,712,090 shares of Class A Common Stock, no par value 
       200,000 shares of Class C Common Stock, no par value 
      78,500 shares of Series A Convertible Preferred Stock 
                     as of August 14, 1996 
 
<PAGE> 
<TABLE> 

                   PART I. - FINANCIAL INFORMATION 
 
GREAT AMERICAN HOTELS & RESORTS, INC. and SUBSIDIARIES 
CONSOLIDATED BALANCE SHEETS 
MARCH 31, 1996 (Unaudited) and JUNE 30, 1995 

<CAPTION>   
 
                                  March 1996          June 1995  
                               ______________      ______________ 
<S>                                   <C>                <C>                                 
ASSETS   
CURRENT 
  Cash                                $  169             $  605 
  Restricted Cash                         36                 87  
  Accounts Receivable                     28                 54  
  Subscriptions Receivable               222                  
  Prepaid Expenses                         3 
  Note Receivable                        208
  Net Assets from Discontinued  
    Operations                                              158 
                               ______________      ______________ 
                                         666                904 
                                             
PROPERTY AND EQUIPMENT 
  Land                                   904                904 
  Office Building and Improvements       442                442 
  Hotel and Resort Rental Units        4,614              4,302  
 
  Furniture and Equipment                484                474 
                                       6,443              6,123 
  Accumulated Depreciation              (344)              (221) 
  
                               ______________      ______________ 
                                       6,099              5,901 
 
OTHER ASSETS 
  Prepayments and Deposits               196                 30 
  Deposit on Limited Partnership         373                330 
  Organization Costs                       8                  7 
  Debt Issue Costs                        89                 89 
  Advances Receivable                      1                 80 
  Property and Equipment of Sale                          1,687  
                               ______________      ______________ 
                                         667              2,223 
 
TOTAL ASSETS                           7,431              9,028 

<PAGE> 
LIABILITIES AND STOCKHOLDERS' EQUITY 
 
CURRENT LIABILITIES 
  Accounts Payable                       175                246 
  Accrued Expenses                       (39)               159 
  Common Stock to be Issued                                  31 
  Current Portion of Long-Term Debt      410                342 
  Provision for Loss from   
    Discontinued Operations                                 133 
                               ______________      ______________ 
                                         546                911 
 
LONG-TERM DEBT (Less Current Portion)  4,969              6,258 
 
MINORITY INTEREST IN CONSOLIDATED  
  SUBSIDIARY                             (84)                95 
 
TOTAL LIABILITIES                      5,431              7,264 
 
STOCKHOLDERS' EQUITY 
 
Preferred Stock, no par value, 
  15,000,000 shares authorized,  
  none issued 
Series A Preferred Stock, no par         704                662 
  value, 4,000,000 shares authorized, 
  77,500 issued and outstanding: 
  Liquidating value $19 per share  
  ($775,000 in the aggregate)    
Class A Common Stock subscribed,         291                 27 
  net of direct cost of issuance of  
  $0 and $21,315 and subscriptions  
  receivable 
Common Stock:                          4,923              4,377 
  Class A, no par value; 20,000,000  
  shares authorized, 2,528,276 issued, 
  2,503,272 outstanding as of  
  March 31, 1996 
Class B, no par value; 2,000,000 
  shares authorized; 0 issued 
Class C, no par value; 2,000,000         100                100 
  shares authorized; 200,000 shares  
  issued and outstanding 
Treasury Stock, 25,004 shares as of  
    March 31, 1996 and June 30, 1995 
Additional Paid-in Capital               405                405 
Accumulated Deficit                   (4,323)            (3,707) 
 
STOCKHOLDERS' EQUITY                   2,000              1,764 
 
TOTAL LIABILITIES AND EQUITY           7,431              9,028 
 
<FN>     
See Accompanying Notes to Financial Statements   
</TABLE> 
<PAGE> 
<TABLE> 
 
GREAT AMERICAN HOTELS & RESORTS, INC. and SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF OPERATIONS 
THREE AND NINE MONTHS ENDED MARCH 31, 1996 AND 1995 
(UNAUDITED) 
 
(Amounts in thousands) 
<CAPTION>   
                            Three months ended  Nine months ended 
                                  March 31          March 31 
                            __________________  _________________ 
                              1996      1995     1996     1995   
                             ______    ______   ______   ______ 
<S>                          <C>       <C>      <C>      <C>  
REVENUES 
  Rental                     $  122    $  177   $  525   $  457 
  Travel Agency                  12       303       22      933 
  Securities Brokerage            0       169        0      478 
  Other Income                   23         0       69 
                             ______    ______   ______   ______ 
                                157       648      616    1,868
 
OPERATING EXPENSES 
  Rental                        225       210      742      571 
  Travel Agency                  16        15       29       58 
  Securities Brokerage            0        81        0      217 
  Salaries and Wages 
    (excluding Travel Agency)    23       127       79      278 
  General and Administrative 
    (excluding Travel Agency)   (47)      266      389      734
  Depreciation and  
    Amortization                 32        66      123      164
                             ______    ______   ______   ______ 
 
INCOME(LOSS) FROM OPERATIONS    (91)     (118)    (745)    (154) 
 
GAIN ON SALE OF PROPERTY        459         0      524        0 
 
GAIN ON DISPOSAL OF 
DISCONTINUED OPERATIONS         216         0      216        0

OTHER INCOME (EXPENSE)            0         4      (33)       6 

MINORITY INTEREST IN INCOME 
(LOSS) OF CONSOLIDATED                    
SUBSIDIARY                      (15)      (14)      45      (15) 
 
INTEREST INCOME (EXPENSE)      (136)        0     (435)       0
 
NET INCOME (LOSS)               432      (128)    (428)    (163) 
 
NET INCOME (LOSS) PER SHARE  
OF COMMON STOCK               $0.17    ($0.08)  ($0.19)  ($0.10) 
 
WEIGHTED AVERAGE NUMBER  
OF COMMON SHARES OUT- 
STANDING DURING PERIOD        2,470     1,627    2,214    1,587
 
<FN>     
See Accompanying Notes to Financial Statements   
</TABLE> 
<PAGE> 
<TABLE> 

GREAT AMERICAN HOTELS & RESORTS, INC. and SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF CASH FLOWS 
FOR THE NINE MONTHS ENDED MARCH 31, 1996 AND 1995 
(UNAUDITED)
 
(Amounts in thousands, except per share data) 
<CAPTION>

                                         1996               1995 

<S>                                   <C>                <C>   
OPERATING ACTIVITIES: 
Net Loss                              $  (428)           $  (163) 
Adjustments to reconcile net 
loss to net cash used in continuing 
activities: 
  Depreciation and Amortization           123                164
  Stock issued for services and  
    settlement of claims                   31                 40 
  Minority interest in income (loss) 
    of consolidated subs.                  45                 15
Changes in operating assets and  
    liabilities, net of acquisitions 
    of businesses: 
  Decrease in Restricted Cash              51                  7
  (Increase)decrease in accounts  
     receivable, trade                     26               (616) 
  (Increase)decrease in prepaid and  
    other current assets                   (3)               (66)
  (Increase)decrease in prepayments  
    and deposits                         (167)               (31) 
  Increase in accounts payable            (70)                29 
  Increase in accrued expenses           (198)               169 

NET CASH USED IN OPERATING ACTIVITIES    (590)              (451) 
<PAGE> 

INVESTING ACTIVITIES 
  Purchase and construction of pro- 
    perty and equipment                  (320)              (953)
  Gain on sale of stock in subsidiary                         62
  Payment of organization costs            (1) 
  Payment of advances receivable           79 
  Payment on deposit from limited  
    partnership acquisition               (43) 
  Proceeds from sale of HH units  
    (21 units)                            524 
  Activities of discontinued opera-
    tions, net                             25

NET CASH USED IN INVESTING ACTIVITIES     264               (891) 
 
FINANCING ACTIVITIES 
  Proceeds from Mortgage Notes pay- 
    able and long-term debt net of  
    debt issue costs                                       1,416
  Principal payments on mortgage  
    notes payable and long-Term debt   (1,221)               (31) 
  Proceeds from issuance of Series  
     A preferred stock, net of stock  
     issuance costs                        42                299
  Proceeds from issuance of Class A  
    common stock, net of stock  
    issuance costs                        546                 18 
  Proceeds from Class A common stock  
    subscribed                            264 
  Proceeds from subscription re- 
    ceivable                                                  56 
  Payment of deferred debt offering  
    cost                                                     (96) 
  Proceeds from preferred stock  
    subscribed, net of costs and  
    dividend reserve                                         109 
  Increase in subscriptions receivable    222
  Decrease in Goodwill                                         8
  Other                                    37 
 
NET CASH PROVIDED BY FINANCING  
ACTIVITIES                               (110)             1,779
 
INCREASE(DECREASE) IN CASH AND CASH  
EQUIVALENTS                              (436)               437 
 
CASH AND CASH EQUIVALENTS, BEGINNING      605                 19 
 
CASH AND CASH EQUIVALENTS, ENDING         169                456 
 
<FN>   
See Accompanying Notes to Financial Statements   
</TABLE> 
 
<PAGE>  
   
              GREAT AMERICAN HOTELS & RESORTS, INC. 
   
                  NOTES TO FINANCIAL STATEMENTS   
   
                  March 31, 1996 (unaudited) 
   
   
1.  BASIS OF PRESENTATION 

The accompanying unaudited financial statements do not include 
all information and footnotes necessary for a fair presentation 
of financial position, results of operations, and cash flows in 
conformity with generally accepted accounting principles.  
However, in the opinion of the Company, the financial statements 
contain all adjustments (consisting only of normal recurring 
adjustments) necessary to present fairly the financial position 
as of March 31, 1996, and the results of operations and changes 
in cash flows for the periods then ended. 

2.  ORGANIZATION 

Great American Hotels & Resorts, Inc. ("GAHR") was incorporated 
under the laws of the State of Georgia on July 29, 1991.  The 
Company was formed for the purpose of engaging in the business of 
purchasing, developing, and managing properties in the overnight 
resort rental unit market in resort areas throughout the world.  
Through December 31, 1992, the Company was considered to be in 
the development stage.  Since the quarter ended March 31, 1993, 
the Company was no longer considered to be in the development 
stage.  

GAHR has five wholly-owned subsidiaries -- Great American Travel 
Network, Inc. ("GATN"), Great American Casinos, Inc. ("GAC"), 
Great American Resorts of Florida, Inc. ("GAROF"), The Great 
American Honeymoon Resort, Inc. ("GAHR"), and Great American 
Hotels & Resorts of Biloxi, Inc. ("GARB") (GAHR, GATN, GAC, 
GAROF, GAHR and GARB shall collectively be referred to as the 
"Company") 

The accompanying balance sheet, statements of operations and cash 
flows include the accounts of GAHR, GATN, GAROF, GAHR, GAC and 
GARB. 

3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

Fixed Assets - Property, improvements and equipment are recorded 
at cost.  Expenditures for repairs and maintenance are charged to 
expense as incurred and additions and improvements that 
significantly extend the lives of assets are capitalized. Upon 
sale or other retirement of depreciable property, the cost and 
accumulated depreciation are removed from the related accounts 
and any gain or loss is reflected in operations.  Depreciation is 
calculated using the straight-line method over the estimated 
useful lives of the depreciable assets ranging from five to 
thirty-nine years. 

Organization Costs - Organization costs include professional fees 
relating to incorporating and organizing the Company.  These 
costs will be amortized over a five-year period. 

Goodwill - Goodwill represents the excess of the purchase price 
over the estimated fair market value of identifiable net assets 
acquired through business combinations accounted for as a 
purchase and is being amortized to expense over a five year 
period. 

Security Transactions - Security transactions, including the 
resulting commission revenue and expenses, are recorded on a 
trade-date basis.

Interest - The Company reports interest expense on its unsecured 
notes and mortgage indebtednes as other income (expense).  In 
prior years, the Company reported interest expense on mortage 
indebtedness as a general and administrative expense.

Income Taxes - Income taxes are computed based upon the 
provisions of SFAS 109, Accounting for Income Taxes. Deferred tax 
assets and liabilities are recognized for the estimated future 
tax effects attributed to temporary differences between book and 
tax bases of assets and liabilities and for carryforward items.  
The measurement of current and deferred tax liabilities and 
assets is based upon enacted tax law.  Deferred tax assets are 
reduced, if necessary, by a valuation allowance for the amount of 
tax benefits that are not expected to be realized. 

Net Gain/Loss Per Share of Common Stock - Net gain/loss per share 
is computed by dividing the net gain/loss for the period by the 
weighted-average number of shares of common stock outstanding 
during the period.  Common stock is considered outstanding upon 
issuance of the certificates by the stock transfer agent. Common 
equivalent shares from stock warrants were excluded from the 
computation because their effect is antidilutive for the periods 
presented. 

4.  ISSUANCE OF STOCK IN PRIVATE TRANSACTIONS 

During the quarter ended March 31, 1996, the Company issued 5,016 
shares of its Class A Common Stock in two transactions to settle 
complaints from shareholders.  In addition, the Company issued 
27,550 shares of Class A Common Stock to settle an account 
payable in the amount of $40,800.

5.  OCALA HOLIDAY INN 

On June 30, 1995, the Company entered into a Purchase Agreement 
to acquire a 51% limited partnership interest and a 50% general 
partnership interest in Landcom-Ocala, Ltd., a Florida limited 
partnership ("Ocala"). In addition, the Company agreed to invest 
additional funds to bring its limited partnership interest up to 
85%.  Ocala's principal asset consists of a Holiday Inn-
franchised hotel in Ocala, Florida, which has 272 rooms, a 
restaurant, lounge, conference facilities and pool.  Completion 
of the transaction was conditional on all of the existing 
partners in Ocala consenting to the transaction.  However, four 
limited partners, including one limited partner holding a 
majority of the limited partnership interests in Ocala, did not 
consent to the transaction, and therefore the Purchase Agreement 
terminated.  The Company is currently negotiating with the 
majority limited partner regarding an acquisition by the Company 
of an interest in Ocala, but any such acquisition would not be on 
terms comparable to those contained in the June 30, 1995 Purchase 
Agreement. 

6.  RENO HOTEL 

On January 20, 1995, the Company acquired the Ramada Hotel and 
Casino (formerly known as the Cheers Hotel and Casino) in Reno, 
Nevada (the "Reno Hotel"), and simultaneously employed an 
unaffiliated management company to manage the Reno Hotel. 
Effective September 24, 1995, the Company terminated the 
management company which managed the Reno Hotel. The Reno Hotel 
is now managed by the Company's inhouse property division. The 
management company has failed and refused to turnover certain 
business and accounting records relating to the operation of the 
Reno Hotel during the period of its management, and to provide 
documentation to support certain expenditures which it made to 
insiders of the management company on behalf of the Reno Hotel.  
Accordingly, the Company has initiated legal action against the 
management company and its principles. 

On February 27, 1996, the Reno Hotel received verbal approval to 
begin operating as a Ramada Inn franchisee, and began operating 
as a Ramada Inn franchisee on that date.  The Company recently 
completed renovations to the inside of the Reno Hotel, including 
the rooms, suites, common areas, and restaurant.  The Company 
plans to begin renovations to the outside of the Reno Hotel in 
August 1996, which include new a stucco exterior and new signage. 
The Company anticipates that the exterior renovation will take 
about 60 days. Operating results from the Reno Hotel have 
improved significantly since it began operating as a Ramada Inn 
franchisee, and the company believes that completion of exterior 
renovations and continued marketing efforts will result in 
significantly improved operating results. 

7.  CLASSIC MERGER AND SPINOFF 

On June 30, 1995, the Company and Casinos International, Inc. 
("Casinos"), a former subsidiary of the Company, entered into an 
Agreement and Plan of Share Exchange, as amended on September 6, 
1995 and December 22, 1995, with Classic Restaurants 
International, Inc.  Under the Agreement, Casinos agreed to 
acquire all of the issued and outstanding common stock of Classic 
by issuing one share of its Class A Common Stock for each share 
of Class A Common Stock and Class A Preferred Stock of Classic 
and one share of its Class B Common Stock for each share of Class 
B Common Stock of Classic.  Simultaneously with the acquisition 
of Classic, Casinos agreed to convey all of its interest in GAC 
to the Company in return for the Company's common stock interest 
in Casinos, cancellation of any intercompany claim and a mutual 
release of liability.  In addition, two directors of Casinos -- 
Dr. Edward L. Bates and M. James Herbic -- agreed to return any 
shares of stock which they own in Casinos to Casinos for 
cancellation as part of the transaction.  The shareholders of the 
Company and Classic approved the transaction on January 24, 1996, 
and the transaction was consummated on January 31, 1996.  As a 
result of the transaction, the Company does not have any interest 
in Casinos, but owns 100% ownership of the Reno Hotel through its 
ownership of GAC. The Company reported a gain of $215,736 during 
the quarter ended March 31, 1996 from the transaction.

8.  CARAGH HOLDINGS AGREEMENT 

The Company has agreed to sell up to 700,000 shares of Class A 
Common Stock to Caragh Holdings, Ltd. for $3.20 per share at any 
time until December 31, 1996.  The agreement entered on September 
13, 1995, as amended on October 6, 1995, originally contemplated 
the purchase of certain undeveloped land in Ireland by the 
Company for 950,000 Irish Pounds, which amount was payable in 
150,000 Irish Pounds and 400,000 shares of Class A Common Stock 
of the Company.  The agreement also granted Caragh the option to 
purchase up to 300,000 shares of Class A Common Stock for $3.20 
per share at any time before December 31, 1996.  The shares have 
already been issued to the seller as an earnest money deposit, 
but are subject to a restrictive legend which prevents the seller 
from disposing of the shares until they are actually paid for. 
Pursuant to an option contained in the agreement, the parties 
have rescinded the agreement insofar as it relates to the 
Company's purchase of land in Ireland, and agreed that Caragh may 
purchase the 400,000 shares allocated to the purchase of land for 
$3.20 per share at any time before December 31, 1996.  As of 
August 15, 1996, Caragh had paid the Company $610,674 in 
consideration for such stock. 

9.  SHIPYARD PLANTATION 

On March 20, 1993, the Company closed on the purchase of 23 
cottages located within Shipyard Plantation, Hilton Head Island, 
South Carolina.  In August and September 1995, the Company 
entered into contracts to sell 21 of the 23 cottages.  The sales 
prices are $107,000 each for 10 of the cottages and $112,925 each 
for the other 11 cottages.  Brokerage commissions and closing 
costs are paid from the sales proceeds under each of the 
contracts.  The Company has closed on six of the contracts. 
Closings are scheduled under the remaining seventeen contracts 
through May 1996.  Subsequently, the Company agreed to sell all 
but one of the cottages for a total price of approximately 
$1,778,000, payable $460,000 in cash, the assumption of the 
existing first mortgage indebtedness on the cottages in the 
approximate amount of $1,048,800, and a second mortgage on the 
cottages in the amount of $207,500 which is payable in full with 
interest at 8% per annum on June 27, 1996.  In April 1996, 
closing occurred under the contract effective March 15, 1996.  
The Company recognized a capital gain from the disposition of 22 
of the cottages in the approximate amount of $524,450. In August 
1996, the Company sold the final cottage for $112,925, less 
closing costs and brokerage commissions. The Company leased the 
final cottage for nominal rent through December 1996 for use by 
the Company's shareholders.

10.  BROADWATER INN PURCHASE  

On March 1, 1996, the Company entered into an Agreement of 
Purchase and Sale of Real Property with BH Acquisition, Inc., 
under which the Company agreed to purchase a 219 room hotel known 
as The Broadwater Inn, 1870 Beach Boulevard, Biloxi, Mississippi 
39533.  The Company intends to assign the Agreement to GARB.  The 
purchase price is $5.5 million, $4 million of which is payable in 
cash, $500,000 of which is payable in the form of a promissory 
note of  the Company which is secured by a first mortgage on the 
Company's Gatlinburg property, and a $1,000,000 of preferred 
stock of GARB. The Agreement is subject to a number of 
contingencies, including title acceptable to the Company, the 
Company securing first mortgage financing in the amount of at 
least $4 million, and an inspection of the property.  The Company 
was unable to obtain mortgage financing for the property by the 
deadline set forth in the Agreement, and therefore the Agreement 
was terminated.  However, the seller has orally indicated that it 
will still sell the property to the Company on the terms set 
forth in the Agreement, and therefore the Company is still trying 
to arrange financing to complete the purchase of the property. 

<PAGE>  

Item 2.  Management's Discussion and Analysis of Financial 
Condition and Results of Operations. 

Liquidity and Capital Resources 

The Company's working capital at March 31, 1996, was $119,279, as 
compared to ($7,302) at June 30, 1995.  The increase in working 
capital was primarily attributable to the proceeds from the 
Company's sale of its cottages on Hilton Head Island, South 
Carolina, the receipt of proceeds from the Company's sale of 
stock to Caragh Holdings, Ltd., and the reduction in the 
Company's accounts payable as the result of accounting 
adjustments, offset by continued operating losses.  The Company 
anticipates having to raise additional funds through private 
securities offerings to finance improvements to the Reno Hotel, 
for general administrative expenses, and for other acquisitions 
which the Company plans to make in the next six months. 

Results of Operations 

The Company reported income of 431,593, or $0.17 per share, 
during the quarter ended March 31, 1996, as compared to a loss of 
($128,197), or $0.08 per share, for the quarter ended March 31, 
1995.  During the quarter, the Company experienced significantly 
lower rental revenues due to the sale of the Company's cottages 
in Hilton Head Island, South Carolina, and the renovations being 
made to the Reno Hotel.  The Company lower than normal general 
and administrative expenses due to accounting adjustments which 
resulted in a significant reduction in the amount of the 
Company's current liabilities.  The Company continued to 
experience operating losses at the Reno Hotel, and will continue 
to experience additional losses until the planned renovations are 
complete.  The Company has moved to improve operations at the 
Reno Hotel by changing management at the property, by making 
renovations to the Property and by entering into agreement to 
make the property a Ramada Inns franchisee as of February 27, 
1996.  During the quarter ended September 30, 1996, the Company 
disposed of its securities brokerage subsidiary which had been 
unprofitable.  The travel agency segment experienced 
significantly lower revenues as the result of the failure of a 
major distributor to renew its agreement to market the company's 
travel card in certain Asian markets. 

<PAGE>  

PART II - OTHER INFORMATION 

Item 1.  Legal Proceedings. 

On October 17, 1994, Vacation Invitations, Inc. ("VII") and 
Kegley Travel Network, Inc. ("KTN"), which is affiliated with 
VII, filed a lawsuit in the Superior Court of Gwinnett County, 
State of Georgia, against GAHR, Schneider Securities, Inc., and 
four present and former employees of the Company, Gayle A. Banes, 
James Wilcox, Ed Bates and Robert Christian.  The complaint 
alleged that the defendants conspired to convert and did convert 
confidential information from the plaintiffs, misappropriated 
trade secrets of the plaintiffs, and tortiously interfered with 
the business of the plaintiffs.  The complaint sought damages in 
excess of $1,000,000, as well as injunctive relief preventing the 
defendants from using trade secrets of the plaintiffs and from 
contacting any employee or distributor of the plaintiffs for any 
reason.  Subsequent to the filing of this lawsuit, VII and KTN 
both filed for relief under the Chapter 11 of the Bankruptcy 
Code, and a trustee was appointed in each of their cases.  The 
trustee subsequently abandoned the lawsuit to the plaintiffs. On 
January 11, 1996, the plaintiffs voluntarily dismissed the action 
with prejudice. 

On or about November 15, 1995, the Company was sued by RRR, Inc., 
d/b/a MAXimum Resort Rentals, Inc.  The plaintiff was retained by 
the Company to manage the Company's cottages at Hilton Head 
Island, South Carolina.  See "Description of Property - Shipyard 
Plantation, Hilton Head Island."  The lawsuit alleges that the 
Company breached its agreement with the plaintiff when the 
Company entered into agreements to sell 21 of the cottages.  The 
lawsuit seeks actual damages of $3,000,000 plus unspecified 
punitive damages.  The Company believes the lawsuit is without 
merit, and has filed a counterclaim seeking damages for the 
plaintiff's breach of the agreement. 

On February 26, 1996, eight plaintiffs, representing four 
neighboring properties of the Company's rental property in 
Gatlinburg, Tennessee, filed a lawsuit against the Company for 
nuisance relating to runoff from the Company's property.  The 
lawsuit seeks $140,000 in damages.  The Company believes that it 
has sufficient insurance to cover any litigation costs or damages 
which may be assessed against the Company in the lawsuit. 

Item 2.  Changes in Securities 

None. 

Item 3.  Defaults Upon Senior Securities. 

None. 

Item 4.  Submission of Matters to a Vote of Security Holders. 

None. 

Item 5.  Other Information 

None. 

Item 6.  Exhibits and Reports on Form 8-K 

(a)   Exhibits:  None. 

(b)   The Company did not file any reports on Form 8-K during the 
quarter ended March 31, 1996. 

<PAGE>  

                          SIGNATURES 

In accordance with the requirements of the Securities Exchange 
Act, the registrant caused this report to be signed on its behalf 
by the undersigned, thereunto duly authorized. 

                            GREAT AMERICAN HOTELS & RESORTS, INC. 

November 18, 1996             \s\Paul R. Smith
Date                           Paul R. Smith
                               Chief Operating Officer

November 18, 1996             \s\J. Gordon Lamb
Date                           J. Gordon Lamb
                               Chief Financial Officer